Fluttershy's Poem
by Aquarian Poet
Summary: Fluttershy stumbles across a poem she wrote as a young filly, one that she wrote the day AFTER she got her cutie mark. What happened that day? And how did she get back to Cloudsdale? Rated T for thematic elements! R&R!
1. Part 1

"**Fluttershy's Poem"**

By: Aquarian Poet

**Part 1**

* * *

><p>*<em>Yawn<em>…*

It was such a soft noise, you wouldn't have been able to hear it through her open window, where morning sunlight was starting to weave through, igniting the few dust motes flickering in and out of sight. A sight that she had become wearily familiar with throughout the years.

One that she wouldn't trade for the world.

Sitting up, Fluttershy lightly stretched her forelegs and wings out, rolling her shoulders slightly to the left, and letting out a pleasant sigh. Vibrant turquoise eyes slowly creased open, taking in the blurry sight of her bedroom. Raising a single ear, she couldn't help but notice the lack of chirping in her bedroom. Looking upward, she noticed the nests were empty, no scratching sounds in the few birdhouses hanging from the wooden supports. Apparently she had gotten up later than usual, the birds being courteous enough to fly silently enough out the window as to not wake her up.

So thoughtful of them…

Smiling to herself, the majority of the morning dizziness having passed, she -lightly- trudged down the hallway to the washroom, opening the door with nary a creak. Continuing to the sink, she picked up the small green container on the shelf to her right. Opening the jar, she gently dipped a hoof inside and pulled it out, smelling the gel-like substance. Immediately the fog cleared her mind as the refreshing aroma of peppermint oil wafted into the darkest recesses of her morning-muddled mind, the leafy-green vapors giving life back to her senses, prompting her to breathe in more of the invigorating substance. As she gingerly applied the cream beneath her eyes, she started thinking back to the day when she was given the invigorating product.

Her dearest friend Rarity, after a slow season of sales at the Carousel Boutique many years ago, had decided to try her hoof at a brand-new line of cosmetics, made from all-natural herbs and plants. "_Rarity's Rejuvenesque"_ was the name of the product line, a cream or coating for almost anything you could think of, from wrinkles or warts, to pimples and baggy eyes. It was a fairly large success, but the stress of dressmaking and single-hoofedly maintaining a makeup line was simply too much work for the poor unicorn. After a particularly dramatic display of exhaustion and despair one day, Fluttershy decided to try and coax her friend into letting go of the cosmetic production, and refocus her efforts on making dresses alone. Rarity had balked at the idea, at one point even accusing her fellow spa-goer of having so little faith in her ability. But as time moved on, even _she_ realized the limits of her mental and emotional facilities, and eventually moved away from the aesthetics business.

Still, the profit from her little project had given Rarity a short break from her seemingly-ceaseless duties, having made enough bits to renovate the Boutique, and even allowing herself to take a few weeks vacation to a lovely resort in Manehattan. She had even gone to visit her old benefactor to whom she had apprenticed under, learning the finer arts of fashion and fabrics in her youth. It seems that she had caught her only days before the aged pony was to retire her own local shop in Manehattan, and move into a lovely complex in Canterlot, much to Rarity's delight (and jealousy).

After returning to Ponyville, Rarity had appeared to _dazzle_ with energy and motivation for months to come! Starting a whole new line of dresses, having been inspired by many an outfit and passing trend on her well-needed vacation, she quickly rose back to the top of the high-end clothing industry for miles around. Fluttershy had gone to meet her newly-revitalized filly friend for their weekly spa treatment when Rarity had produced the green jar from behind a changing curtain, handing it to her while thanking her for convincing the purple-haired pony to change direction. Apparently this was the last product Rarity had designed before abandoning the industry for good, focusing solely on dressmaking once more. Rarity went on to talk about the contents, naming the different ingredients and herbs it contained, ones that caused Fluttershy's mouth to run dry, as the exquisite… and _expensive_ names of individual plants flew out of her friend's mouth as casually as one would read a grocery list. She _insisted_ (threatened, at one point) that she keep the token of her appreciation, that Fluttershy had saved her business by saving her sanity, her life, she had even exclaimed. It was that phrase that had prompted Fluttershy to keep the jar without any more hesitance, those words that had meant more than the costly product she now used every morning without fault.

Rarity was not a pony who idly acknowledged a debt.

Even after years of use, the jar was still more than halfway full, surely a testament of Rarity's everlasting generosity. Fluttershy was surely convinced that should something ever happen to the house, whether it be foreclosure or a fire, this jar would be the first thing (aside from the birds and animals taking residence here) that she would save.

Heavens, she could sell half of the jar's contents, and make enough to repurchase a house just like this one!

Taking a deep breath, Fluttershy plunged her head into the washbasin under the sink, the cool water reawakening and intensifying her awareness. She pulled out, blindly reaching out to the right once more for her white towel. Drying her face and her hair, she took out a brush from the pastel-green drawer to her left, and continued her morning routine.

Humming a sweetened tune of Pinkie Pie's, Fluttershy gracefully walked back into her bedroom half an hour later, feeling clean and restored. She glided over to her bed, straightening her butterfly-patterned bedspread with a gentle series of tugs. After adjusting her pillows, she turned to walk away… when her hoof caught a loose floorboard, eliciting a small yelp from the pony as she felt her hip knock against the wooden bookshelf situated beside her. The cacophony of books, bottles, and an oil-lantern crashing down around her in turn caused a bout of squeaks and squawks from the tiny residents living below.

Coughing and wheezing, Fluttershy peered through the clouds of dust billowing around the room, mentally noting to rectify her decline in housekeeping habits in the near future. She could see a number of books strewn everywhere and pages of various notes and letters saved over the years had scattered around the room, as well as a new addition: a white rabbit standing on the top step leading to the ground floor, looking her way while tapping its little foot impatiently. Despite her situation, she still maintained a tiny smile, if not looking a bit embarrassed.

"Oopsie…"

* * *

><p>The pair had opted to head downstairs after the startling event, deciding to calm down the other inhabitants while waiting for the dust upstairs to either settle, or circulate out of the open window An hour later, the haze of dirt and collectings had almost completely dissipated, the only movement in the simple room being Angel, who was looking under the bed for any papers that may have hidden underneath, and Fluttershy, drifting about the shelves and rafters with a pink feather duster in her mouth. Fluttering to the top, she gently dusted off the winding green vines lazily wrapped around the supports, and moving on to the birdhouses, dusting off the roofs and perches. Satisfied with her work, she then dropped a few feet, and began working on her own knick-knacks. Hovering next to the first shelf above the fireplace, she tenderly started removing the various objects, and placed them on her bed…<p>

A cute red candlestick and holder, charmingly fragranced with cinnamon, which had been given to her by Twilight during her last birthday.

A small, wooden clock that she had purchased from a shop going out of business, as a small thank you to the owner who had provided her with many a charitable discount over the years.

A turquoise-framed portrait of three pink flowers in a matching pot, one of the few memories she had kept from her old home in Cloudsdale.

And lastly, a lime green-framed picture of herself as a young filly, shyly smiling next to an older mare with a candy-grape coat and a pink mane colored much like her own, though in a much more… _unique_ fashion, both enjoying the sunny hills outside of Ponyville that particular day.

Looking fondly at the last of these, she set the picture down on her bed, choosing to dust this particular keepsake first, but not before she felt a light patter on her shoulder. Glancing back, she saw Angel pointing a paw toward the desk, spot-free and holding a number of nicely-stacked papers and books. With a regal smile and bow, the bunny hopped off of the bed, and bounded down the stairs with a series of leaps.

"O-oh, thank you very much Angel!" she called down the stairs. Momentarily forgetting her current task, Fluttershy walked over to the desk (stepping over the loose floorboard this time), situated herself on her hindquarters, and began sorting through the nearest pile of paper. She inwardly sighed as she saw the extent of the disorganization her little tumble had caused. Somehow, most of the drawers had slid open, spilling more of the previously well-ordered pieces of parchment than she had originally thought. A quick glance upward, and she noticed that the top left edge of the dresser had caught onto one of the vines, and she realized even more swiftly, and with a touch of fright, that if it hadn't been for the little plant dangling above, the dresser may very well have landed on top of her.

Pushing that unsettling thought aside, she continued arranging the documents. From financial records, to old grocery lists with recipes she had written on them, even letters from strangers and loved ones alike, the different subjects were sorted and neatly put in a pile on the floor surrounding the area where Fluttershy sat. A few minutes into the activity, and it already felt like a chore. It had been quite a long time since she had last gone through this drawer, only occasionally having to take a book off of the shelf, or search through a specific stack of papers for a reference or statement.

In spite of what one would think of her seemingly material-less nature, she did a heavy amount of shopping, having taken it upon herself to open up her home to the various animals and creatures years ago, until eventually becoming the unofficial resident veterinarian of Ponyville. She now received a grant from the city every month allotted to the care and providing of _any _bird or animal that may receive an illness or injury, as well as a healthy sum for her services that she would often prefer to spend on the weekly spa visit with her dear unicorn friend.

Having to sort through many of these receipts and statements by the week brought on the realization of just how long she had dedicated herself to the wellness of her little friends all across Ponyville. It wasn't just her job, it was her ambition. It was in her essence to give all she could to the sub-society often forgone in favor of service to one's fellow ponies. It was hard work, and very scarcely would she find another pony who shared her fervor for surrounding herself with the troubles and burdens of these little, often needy creatures…

And not once had she found herself regretting her decision.

As she continued scanning through the steadily-shrinking mound before her, she came across a crinkled old piece of paper, beginning to turn yellow with age, and the words written starting to fade away. Skimming over the contents, she felt her heart skip a beat as she remembered this particular page.

It was a poem, one that she had written as a very young filly while attending Summer Flight Camp. The day where her life had completely changed. The day she couldn't remember ever having been so frightened in her entire life.

The _day after_ she had received her cutie mark.

Fluttershy's eyes drifted back to the lime-green picture frame lying on her bed, her vision glazing over as she remembered that wonderful, horrific day…

* * *

><p>A younger, happy Fluttershy had just dropped down from a couple of low-hanging clouds after gently reassuring a trio of ducks that it was safe to come out, landing legs folded in as the animals gathered around her. A white baby rabbit hopped up to her, staring in wonder as three pink and blue butterflies appeared on her flanks with a glowing flash of white, though Fluttershy didn't seem to notice.<p>

"H-hello everyone… my name is Fluttershy." she quietly introduced herself, hiding an eye behind her long pink hair, though her voice held much more confidence. She was greeted with a series of chirps and chitterings of all kinds. She acknowledged them as best as she could, shyly smiling and nodding to the many creatures, before she directed her gaze back upwards, recollecting the events that had just transpired. Through her blind terror, it hadn't occurred to her just how far down she had fallen from the sky, and the dull ache in her wing joints informed her that her chances of making it back up were slim to none. As the forest natives scurried and shuffled away from the scene, she came to realize that the sky was beginning to turn yellow, the sun slowly making its daily descent toward the edge of the far off mountains. From the great distance between Cloudsdale and where she was now, she couldn't tell if any pegasus ponies were out looking for her.

Had they even noticed that she was missing?

Suddenly feeling very, _very _alone, she stood up on all fours, and starting looking around. Surrounded by trees that left no room to glimpse a nearby town or city, she started to worry. What was she going to do if they _hadn't_ noticed she was missing? Where was she going to sleep? What was she going to eat? And what should she do now?

She depressingly noted that none of the animals were in the clearing any longer, all having returned to their respective nests and burrows. She saw little option at this point, so she opted to choose a direction at random. Closing her eyes, she slowly began spinning in place, and stopped a few seconds later. She exhaled, and started walking in the direction she had chosen, the song she had sung moments ago slowly fading from her heart…

* * *

><p>It had been hours, and the little filly continued onward through the forest, which grew quieter and quieter with every minute that passed. Nightfall came and went, leaving a thin spatter of navy light against the darkening skies, dimming her hopes of finding a peaceful night's rest in this strange, alien world. The former beauty of this new place she had discovered was starting to lose its luster as the colors began to fade away, blending into the blanket of darkness that now kept around her…<p>

One that tucked away her hopes, and insulated her fears.

She had never slept alone in her young life, it occurred to her. Having grown used to her parents being a wall of clouds away from her room, or occasionally a sleeping bag made of clouds apart from a friend during a campout in the skies, she doubted she would be able to fall asleep even _if _she did find someone in this dreary place.

But here she was, miles and miles away from _any_ pony, earth, unicorn or pegasus as far as she could tell. As she walked along, she became aware of the trees starting to look sickly, unhealthy, and a few even looked… _dead_. A low-hanging fog had found its way around her, making it difficult to see more than a few feet ahead. She could only see so far upwards through the thick branches and mossy tree limbs, the hazy outline of the shiny moon a twisted mockery of the clarity she was used to, as she would often find herself gazing dreamily at the celestial orb from her window in Cloudsdale at night before going to bed.

The silence had long been broken by the noises of creatures she _wasn't_ sure she wanted to meet. Hootings and howls in the distance, and (she hoped she imagined) the occasional low, guttural growl that sent ripples of ice-cold fear through her spine, her wings locking into place against her side. Her eyes wide and her head low, she persisted along the path she had chosen, unable to give up the hope that she would eventually find someone who would help her.

An unexpected rustling sounded from her right, causing her head to shoot up. Standing completely still, she slowly turned her head towards a bush, barely visible above the misty cover. She held her breath as the rustling got louder, preparing to run away, when the rustling stopped, and something stepped out of the fog.

She had never seen anything like it before, the closest thing she could identify it with would be a young kitten, having seen a picture of one in a book from her school back in Cloudsdale. The whiskers, the eyes, and the _cute_ (though somewhat intimidating) face were tell-tale signs, but it seemed that _this _cat was much different than what she had seen before. It had a gold-orange coat, with two patches of… _scales_ on either side where a pegasus' wings would be, and a small tuft of deep-red hair atop its head. As it turned to face her, she also noticed the tail swinging behind it, the same color as its mane, and the end of it curling up into a sharp point.

The creature yelped in her direction, a sound that made her want to run away as fast as her little yellow legs could take her… if it hadn't sounded so _sad_. The kitten-like creature looked to be in pain, and upon closer inspection she noticed it was standing on only three paws, the fourth being the animal's front left paw that was held up and away from the ground. A new, resolute courage welled up inside of her, and banishing the feelings of fear and doubt in her heart, she slowly walked up toward it. The strange-looking kitten started to back away, a fearful expression emerging on its face.

"Shh… it's okay." she whispered reassuringly as she came nearer. The animal paused, and stopped retreating backwards. Instead, it sat down on its haunches, and lifted up its paw to eye level. Fluttershy stopped in front of it, and lightly nuzzled the back of the paw with her little nose, prompting the animal to turn it over, exposing the fleshy part of the tiny limb. There was an inch long cut running diagonally down the padded palm, a small trickle of blood leaking out of the open wound.

"Aww, you poor, poor little baby." The young filly continued to whisper soothing words to the injured kitty as she picked up a leaf, and gingerly wiped some of the blood away. The animal flinched, but didn't draw itself back, watching tentatively as Fluttershy bowed her head down, and kissed the little paw right above the cut.

"There there, is that better?" she asked the animal caringly, who in turn started licking the side of her face without warning, a light purring noise emitting from inside its tiny throat. She giggled as it started grooming her hair with its surprisingly long tongue. After a minute of the little creature's administrations, the pink-haired pony backed away, still laughing lightly.

"Alright, you should go on back home, your mommy's probably very worried about-"

_ Grrrroowwwwlllll…_

The filly's heart nearly stopped as a deep, unholy snarl echoed behind her, the foggy forest around her going utterly silent. The little kitten-like creature yelped out again, and limped past her toward the source of the noise. Fears forgotten, Fluttershy quickly spun around, about to go after the animal and keep it away from whatever had made that scary noise, when she saw something that _did_ make her heart stop.

She firstly noticed the pair of large, blood-red wings coated with a gold-orange fur _dismally_ similar to the coat of the little patient she had just tended to. Long whiskers protruded from an exceptionally intimidating face, sitting above two long and sharp-looking fangs that were sticking out of a petrifying scowl. A large, deep-hued mane adorned the abysmal visage of the creature before her, the same color as the wings…

…as well as the color of the tail waving menacingly behind her, the end coming into a very, very, _very _sharp tip.

Her newfound friend quickly hobbled over to the awe-inspiring creature, calling out once more as it nestled itself against a claw-adorned paw easily twice the size of itself. As the great beast bent down to nuzzle the little cub, a sinking feeling made its way into Fluttershy's stomach as the reality of the situation hit her.

_This_ was the kitten's mother.

Fear washed over her being as she slowly backed away, her legs trembling and struggling to support her weight. The air around her grew heavy as the beast's eyes slowly turned toward her, fearful teals meeting beady blacks. The monster stood up on its hind legs, giant wings stretched out, and let out a blood-curdling shriek…

Her mind was blank. Thoughts of her parents, of Cloudsdale and the comfort of her room all lost as she tore through the woods. All that existed was her, and the loud patter of footfall from behind her. The blackness of instinct overwhelmed her senses, her insecurities and peculiarities. With perfect precision, she dodged every hanging limb, leapt over every rock and root, tearing through bushes and patches of mushrooms alike in her numb haste to escape the roaring monster chasing after her.

But the massive beast was too fast for her. With a striking lunge, the great monster was upon her, a massive paw colliding with her lithe body, sending the small pony through the brush, the remainder of her consciousness flying after it. She lay alongside a wilting tree, bruised and dazed, helpless to watch as the winged creature came nearer and nearer, until she could see the whiskers on its face in full detail, smell the creatures reeking breath, the powerful beat of its wings as it drew back on its hindlegs once again, a colossal paw raised in the air, ready to end her pathetic little life…

And then, for some odd reason, everything went _white_.


	2. Part 2

_Author's Note__: _Not much for me to say. Just keep reading.

Pretty please.

_Disclaimer_: I don't own My Little Pony: Friendship is Magic. If I did… well, I'd be a pretty popular gal. And I'd probably receive a lot of love/hate mail every day. Not to mention I'd have to change my phone number every other week. And run virus scanners on my fancy laptop 24/7.

Definitely for the best.

**"Fluttershy's Poem"**

By: Aquarian Poet

**Part 2**

* * *

><p>"Trouble? What are you talking about, you just said she was fine!"<p>

"I wasn't talking about her, I was talking about _you_! Sneaking off into the Everfree Forest like that, you all could have been killed!"

A sharp set of claws swinging down toward her flooded Fluttershy's vision. Her eyes shot open in shock, only to quickly close them as she tried to adjust to the painfully bright lights above her. Temporarily tuning out the two voices, she attempted to slowly take in the scene around her. Through her spotty vision, she could make out a number of ponies at the far end of the wall across from her. The two voices belongs to a pair standing at the foot of her bed, one with a purple coat and pink hair, and the other with a cream-colored coat with lime-green hair, the latter of the two wearing a nurse's outfit.

"…a bunch of thrill-seeking teenagers with _no_ regard for the consequences! Completely reckless and foolish, the lot of you!

"Oh come on, we were fine! We ran into a manticore, so what? Vinyl Scratch just used her… what was it?"

"Strobe Light Spell." came a cheekily laid-back reply from one of the teenagers in the back. A few of the others around her chuckled.

"Right, that one! It scared the brute half to death and it ran off! We had the whole thing planned, we _knew_ what we were doing!"

"You got lucky, and what's worse, you all think yourselves justified for going into the forest! I have half a mind to report you all to the mayor!"

"Oh yeah, go tell her how we rescued a filly from a full-grown manticore. I'm sure we'll get into _loads_ of trouble for that one."

"Ignorant little… the _fact_ is, you were in the forest _before_ you heard her scream. You were looking for thrills, not fillies in distress!"

"Yeah, so what? We were prepared for anything! Spells, flares, you name it. Heck, Little Mac over there can kick an apple clean through a piece of plywood, and he had a whole bag of them!"

"Eyup."

"You're all missing the point…"

"Look lady, we don't have all day to stay here and argue. I've got to get down to the school in half and hour, and… bed?"

"Hmph, you mean you're going to class to take a nap? I'm not at all surprised."

"No! The bed is empty! She's gone!"

* * *

><p>The young pegasus walked along the populated streets of the strange new town. Still somewhat shaken from yesterday's experience, she paid little attention to her destination, or lack thereof. Instead, she found herself re-captivated by the world around her.<p>

It was so different from the breezy city of Cloudsdale, where everything was structured out of… well, _clouds_. Here the buildings were all sorts of colors, all shapes and sizes, made from bricks, wood, and cloth. Some even had long thatches of brown and yellow grass for roofs. And some of the homes were even made inside of giant _trees_! She couldn't help but stare at one before her, the morning rays of yellow and pink glowing through the branches in a striking display of splendor.

Turning back to the hustle and bustle of the earthly community, she noticed the lack of pegasus ponies in the area. All of the ponies as far as she could see down the busy streets were earth ponies, and a marginally smaller number of unicorns. She had never met anyone who wasn't a pegasus, the thought left her slightly unnerved being surrounded by strangers of the like. She had hoped that at the very least, there would be one who would be able to fly her back home.

Thinking back to the hospital tent falling farther behind her, she remembered what the two ponies had been talking about, how they had saved her life. She did not want to be a bother to the other ponies who had scared off the manticore (remembering what they called it) and brought her back here. As grateful as she was, having been more than willing to express her gratitude to the group of friends, she would rather not have the fact brought up that they had gotten in trouble for rescuing her if she met them. She had heard the nurse talking about reporting the ponies to the mayor right after she had snuck out, something that-

"Hey kid, wait up!"

Her musings interrupted, she warily turned back to see who was calling out. From the same direction she had left, a pony was running towards her. She recognized her as the one who had been arguing with the attendant in the hospital tent.

"Hey, where are you off to in such a hurry?" the purple-coated pony asked when she had caught up with her. "Are you feeling alright? You took a nasty hit from that manticore back in the forest, I'm surprised you can even walk right now!"

Fluttershy started walking alongside the other pony, timidly hiding behind her pink mane. "O-Oh, I'm fine… thanks." she quietly responded.

"Well, that's good. I gotta ask though, what in the world were you doing right in the middle of the Everfree Forest all by yourself? I like a good kick every now and then, but geez kid, even I'm not that crazy."

The young filly turned to give her answer, getting a good look at who she was talking to. The teenager looked to be a few years older than she was, and was barely a head taller than herself. She had a grape-colored coat, with pink hair that had a lighter strip down the middle. What really stood out to her was the wavy, almost jagged pattern her mane and tail was styled in, giving the older girl a wild look. She also noticed a set of braces in her mouth, as well as a light pink leg warmer on her right hind-leg.

But what stood out to her even more… was that this teenager _didn't have a cutie mark!_

"Uhh… are you alright? You're kind of a quiet kid, aren't you? Say, I don't even know your name." the pony asked, looking curiously at her. Fluttershy jumped a bit, until retreating again into her mane.

"Umm… my name is-" she trailed off quietly. The pony looked even more confused.

"I… didn't catch that, speak up a bit!" the teenager replied.

"M-m-my name is Fluttershy." she managed to squeak out. The young mare smiled.

"Well Fluttershy, you still haven't answer my question. Why were you in the Everfree Forest in the first place?" she asked again. Fluttershy looked down toward the ground, still pacing forward.

"Oh, um… A-actually, I live in Cloudsdale…" and so she began her story, starting with her first few days of Summer Flight Camp, going into great detail about everything, from how Rainbow Dash stood up for her, to her descent from the skies above and how she had been saved by a flock of butterflies. Continuing on, her walking partner made no motion to interrupt her as she recounted her trip to the forest, the baby manticore she had tended to, and the unfortunate meet up with its mother, anything and everything up until she woke up this morning.

Twenty minutes later, she finished her story, looking back up toward the purple pony, whose jaw had dropped sometime during her tale.

"That… is pretty hardcore." she summed up lamely. Fluttershy managed a smile, despite her discomfort with talking so much.

"Well, I… that is… I'm t-trying to find somepony t-that can help me get home."

Her companion frowned. "Hmm… hate to break it to you, but you picked a bad day to drop by. Most of the pegasus ponies are in Cloudsdale today to attend the Royal Princess's Annual Cloudsdale Banquet.

"…oh." she whispered, lowering her head. If she hadn't, she would have seen the teenager looking back at her, grinning suddenly.

"But… I think I can help you out with that one." Fluttershy's eyes lit up then, turning to meet the mare's stare in full. "Tell you what Fluttershy, I'm actually heading to that school right over there. (She gestured with a hoof to a building a few hundred feet away) I've got a friend that works there who _just so happens _to be a pegasus pony! He's a teacher, and I'm willing to bet my braces that he chose to stay here with his class. Only thing is, he's not so good with heavy objects, so he wouldn't be able to ferry you back up. But he _should_ be able to relay a message up to your flight camp, and let them know we've found you. It might take a few hours for him to get there and back, but I can guarantee you'll be back in Cloudsdale before sunset! How does that sound?" she asked.

It was all little Fluttershy could do but stare at the pony before her. Regardless of her situation, she couldn't believe her luck these past few days. First having been saved from falling miles and miles from the sky by a passing flock of butterflies, then being saved _again _from a ferocious manticore, _and then _having the fortune of finding a way back home before the day had even begun!

Tears started to well up in the little filly's big teal eyes, and she rushed over toward the other pony, throwing her forelegs around her neck in a desperate hug, much to the surprise of the receiver.

"Thank you… *sniff* …thank you so much." she whispered in between sobs. The tongue-tied teenager stood still for a moment, before chuckling nervously and gently moving the little filly off of her.

"Hey, it's no problem, don't worry about it." she casually replied, turning to hide a light blush. "So, I guess this would be your first trip to Ponyville."

"Ponyville?" Fluttershy asked, wiping the tears away from her face.

"You mean you've never heard of Ponyville before? Well, then allow me to be your unofficial welcoming committee." she gestured exaggeratedly with a hoof. Fluttershy giggled lightly, trotting along the path with her newfound friend once again…

* * *

><p>"Well, here we are. Let's go inside and see if we can't find the old codger, alright?"<p>

Fluttershy nodded eagerly. "Oh yes. Umm… thanks again, miss." she shyly responded.

"Miss?"

"S-sorry… you didn't tell me your name."

"Oh, of course, how silly of me! My name is Cheerilee!"

* * *

><p>The two ponies walked into the large building as the school bell had started to ring. As they entered the doorway, Fluttershy took in the sight before her. It was a simple layout, one long hallway stretching from front to back, doors lining both sides of the passage. Cheerilee stepped ahead, and walked up to the first door on the left. Fluttershy trotted up to her, and they entered the classroom.<p>

Two seconds later, Fluttershy was starting to feel _very _uncomfortable, as fourteen sets of eyes landed on her and Cheerilee. The young ponies were all about her age, mostly fillies like herself, with a few colts here and there in the small crowd of desks. An elderly-looking pegasus pony was peering over a rimmed set of glasses from behind a wooden desk centered in the front of the class, beaming as he recognized the purple pony.

"Why, hello there. Class, this is my neighbor and good friend, Cheerilee." he gestured to the now-flush teenager as the class let out a customary "Good morning Cheerilee!" in harmony. She let out a small 'ahem', and walked up to the front of the class, and started whispering into the aged pony's ear, which shot up after a moment.

"Oh… oh my, is that right? Hmm…" he thought out loud, eyes drifting over to Fluttershy, still nervously standing in the doorway. He suddenly smiled with a gleam in his eye, causing Fluttershy to quickly retreat into the safety of her pink mane.

"Well class, it seems that I need to speak to my friend here out in the hall. We may be a moment, so _please_ try and keep it down. Stay in your seats, light whispering is fine with me so long as you quiet down when I return. I would also suggest you not pass notes. I may come back any moment, and it would be quite embarrassing to have someone's secret crush revealed in front of the class _again_, now wouldn't it?" he warmly asked, prompting (most of) the children to break out into a fit of giggles.

"Now Fluttershy, was it?" The young filly's gaze shot up, meeting the teacher's. "Why don't you have a seat there in the back?"

"E-excuse me?"

"We have a few things to discuss about your… _unique_ situation, and I can imagine you would rather not have to stand the whole duration. Go ahead, have a seat." he kindly reasserted. Fluttershy made a small noise, and then shuffled over to the nearest seat, sitting down and attempting to hide from the continuing stare of the class. Nodding to his partner, the two slowly trotted toward the back of the room and out of the doorway. Peeking his head back inside, the elder pony gave the class a wink, and then shut the door behind him with a subtle 'click'.

Immediately the room exploded into noise and movement.

At least half of the class was out of their seats, running to another desk to start a pointedly-loud conversation with their friends. The other two quarters were either scattered across the room, looking through bookshelves or at other various objects, or still in their seats, chattering away the precious time they were given…

All save for one filly sitting at the desk next to Fluttershy, who in fact seemed _quieter_than herself, horn softly glowing and absorbed in a tedious drawing process, paying no attention to the chaos around her. Ducking to avoid a rogue paper airplane, she tentatively leaned to the side, trying to glimpse the contents being magicked into life.

"Can I help you?" the filly suddenly asked, not looking up. The small "eep!" that resulted was lost in the hum of high-pitched voices that filled the classroom. Shying back to her desk, she ducked down as low as she could, hoping that the pony next to her wouldn't call her out for peering over her shoulder so rudely. After a moment of silence (between the two), she breathed a sigh of relief, when she found her vision abruptly obstructed by a floating piece of paper.

"Well, what do you think? Tell me the truth!" the young pony to her side exclaimed. The momentary shock wearing off, Fluttershy focused her eyes on the paper hanging close to her face. It was a simple, yet stylish outline of a dress, patterned to look like a polished butterfly with its wings folded down and around where a pony's back and hindquarters would be situated, the twin tips of the wings would be trailing behind the mare who wore the dress in a very graceful manner. The sleeves seemed to be a velvety wrap that snaked down toward a set of classy slippers in a pleasing fashion. To top it all off, the dress would have an elegant neck clasp situated with a gem of some kind, though it was her guess as to what it would be, the colorless outline giving no indication.

Regardless of her lack of expertise in fashion, she thought it looked _gorgeous._

"I-it's amazing…" she meekly answered. The filly squealed in delight.

"Oh I _knew _you would love it! Oh Rarity, you've done it again! I must say, you provide such inspiration, why the idea simply 'popped' into my head the very moment you walked in!"

Fluttershy tore her gaze from the paper, and towards the talking pony in astonishment.

"-and the _drapé_ simply _blends_ with your soft spring features, oh I've been waiting for someone like you for such a long time!" she cried. Fluttershy was still starting at the ranting pony in timid disbelief.

"You… you made this… f-for _me?_" she stumbled. The filly looked at her quizzically.

"Well _duh_! Do you think anypony else in here would look as good in this? Besides, you looked so down when you got here, I figured that you could use a friend. I'm no stranger to shy ponies... by the way, my name is Rarity!"

Fluttershy looked down toward her desk. "…Friend?" she asked in a tranquil voice.

Rarity giggled. "Well when you walked in, I could tell that you were _much _different than the other ponies here, and I'm not just talking about your _season_. All of my classmates are loud and wild, no sophistication whatsoever, and I can tell that you are a much more refined pony such as myself." -She gave a little flourish of her coiled hair for effect- "Oh, we are going to be the _best_ of friends, you and I." she piped, turning back to her drawing on the desk, and pulling out a set of markers.

_'…the best of friends, you and I._'

The pink-maned pony sat quietly at her desk, the clamor of shouts and gossip dimming around her as the words the young filly told her filled her mind.

Best friend… she couldn't say she'd ever had a best friend, one who she saw more frequently than others. As naturally shy as she was, it was the simple truth that she had very _few_ friends… and it struck her that within a day of the most terrifying event of her young life, she had already made two friends.

And here was her _third_.

Lightly shaking her head, she willed away the tears of joy that threatened to betray her proclaimed 'sophistication', and settled with a simple, almost inaudible "Thank you..."

"Oh it's _my_ pleasure…" she continued, not looking up from her project. "So your name's Fluttershy, right? _Love _the cutie mark by the way, it gave me the idea for the dress deign." she stated. Fluttershy stared at Rarity, her words taking a moment to register, before she quickly snapped her head toward her flank…

"_**WHAT?"**_

Thirteen sets of eyes turning toward the source of the deafening screech that had pierced the roar of the classroom: the closed door in the back. The fourteenth pair was still marveling at her cutie mark, silently containing the elation she felt at finally having discovered her special talent…

"Hmm. So, Fluttershy… where _are _you from, anyway?"

* * *

><p><em>- <span>Meanwhile, in the hall outside<span> -_

_**"WHAT?"**_Cheerilee shrieked, her eyes frantically wide. "For the love of Celestia_,_you _can't_ be serious! I was just coming by to let Butterpop know that her sister was with me and my friends last night, and then to drop Fluttershy off with you! I didn't ask for _this_!" she yelled, panting heavily.

The elder pony patiently adjusted his glasses. "I _need_ somepony to look after my class while I'm gone. I cannot simply leave all of these children unattended for the next few hours, surely you understand." he replied, smiling.

"Wait… but… yeah, but… but why _me?_" she sputtered, falling onto her haunches.

"Because none of the other substitute teachers will be able to come on such short notice. Besides, today is study day, so you'll only have to teach the class for less than an hour. Lunch break is in forty minutes, and after that they will have the rest of the day to catch up on any homework they haven't finished. The ones who are all caught up will just sit quietly at their desk, and can choose something. You have very little to worry about." he calmly explained.

Cheerilee looked down, her frazzled hair falling over her face. "I don't know… if this is such a good idea. I've never even babysat for anypony before, how do you expect me to watch a whole _classroom_ of kids?"

"I wouldn't ask you to do this if I didn't have complete faith that you would be able to take care of them. I've known you for a very long time, ever since you were just a baby filly. I was also your teacher, in case you have forgotten, and it is my belief that you have a _natural_ talent when it comes to getting along with children. Good heavens, I've never seen a child as nervous as little Fluttershy in there, and yet she seems to have warmed up to you just fine. Why I'd wager that you would make a _wonderful_ substitute for my class."

Cheerilee silently contemplated the aged pony's words, mentally running through a simulation of what this would entail. Turning her head toward the not-so-quiet cacophony thundering from the wooden door a few feet away, her mind began filling itself with scores of snot-muzzled fillies and colts running around, paper airplanes and spit-wads flying left and right. Whiny kids crying out of boredom and for bathroom breaks, consistently interrupting whenever she tried to put in a word to the class...

Yeah, not gonna happen. She'd just have to tell the old educator that she was far too busy with something. A little fib wouldn't hurt anypony. Besides, it'd save _her_ an afternoon's worth of agony…

And then sweet little Fluttershy popped into her mind. Begrudgingly, she had to admit she felt partly responsible for her well being, at least until she returned home safely. She had promised her that she would be home by sunset, and should that not happen for whatever reason, it fell to her to look after the girl until then. Not to mention that if she left now, Fluttershy would have to spend hours sitting alone, subject to the unsupervised chaos of a classroom of crazed, feral pre-adolescents. Knowing her, the whole experience would be nothing short of torture for the introverted little filly.

Oh… _perfect._

"Alright, _fine._ You win. But you owe me big time, you old coot." she surrendered, no spite behind the jab. The old pegasus pony snorted through a smile, and turned down the hallway, exiting the schoolhouse.

* * *

><p>"…and the audience was completely <em>stunned<em>! Why I could see the jewels' reflections on _all_ of the faces in the crowd, it was dazzling! And right then and there, I got my cutie mark! Isn't it wonderful?"

"Oh yes, it's _very _lovely, Rarity."

_Creeeeeeak…_

The classroom went silent for a quarter of a second, followed by the sound of a dozen small ponies dashing towards their seats. Hindquarters properly placed and notes safely tucked away, everypony looked back toward the door again, where the purple pony was now standing, looking resignedly at the roomful of children. She closed the door with a nudge from her back leg, and slowly trotted up next to the easel amid whispers and quiet gossip slowly spreading through the small crowd. Coming to a halt in front of the teacher's desk, she met the eyes of the class, and put on a professional smile.

"Good morning class. My name is Cheerilee, and I'm going to be your substitute teacher for the rest of the day."

Silence, and then…

"Umm… where'd our _real_ teacher go?"

Cheerilee's eye twitched, struggling to maintain her smile. "Mr. Peppertail had an important… errand to run." (She winked at Fluttershy in the back, who smiled gratefully in return.) "So he asked me to take his place while he's gone."

A cherry-coated filly piped up. "When is he gonna be back?"

"He'll be back later tonight."

"Tonight?" a spruce-green colt cried out. "But we'll all be home by then!"

"He was supposed to help me with math today! I can't wait that long!"

"Wait, we have to go to school tonight?"

"That's not fair!"

"Yeah, you're just a teenager! You're not the boss of us!"

"Can I go to the bathroom?"

"_QUIET!"_Cheerilee shouted, causing the ripples of chatter to peter out. Taking a deep breath, she trotted back to the chalkboard, flicking her frazzled tail in annoyance. Taking the long piece of chalk in her mouth, she began writing. Rarity leaned over to Fluttershy in the back.

"She's kinda scary."

After a moment, Cheerilee stepped back, allowing the class to view the board in full. "Miss Cheerilee" was written in big, white letters, the very pony staring out into the group of children with sharp, green eyes.

"Mr. Peppertail left _me_ in charge for the next few hours, so I expect you all to treat me with the same respect you treat him. Raise your hoof if you want to say something, otherwise keep quiet. I expect your complete attention when I am teaching, so no talking, and no passing notes. You will _also _refer to me as _Miss_ Cheerilee or ma'am, understood?"

She was rewarded with a wave of silent nods.

"Good." Her voice softened. _'Heh, just gotta act like the old billy goat.'_"Now, where did Mr. Peppertail leave off last?" She waited until the cherry-coated filly raised her arm into the air.

"Alright, you in the middle row. What is you name?"

"S-Spice, ma'am. And we just finished learning about Princess Celestia. He said we were going to start a new subject."

"Ohhhh… great." she muttered, the confident burst of bravado suddenly leaving her.

"So what'cha gonna teach us?" the filly asked.

"Uhh…" She stared out dumbly into the class. The class stared back. Beads of sweat started making their way down Cheerilee's face, smiling nervously as she frantically tried to think of a subject. Something, _anything_ to get those beady little eyes off of her! She could feel the gaze of every pony in the room on her (with the exception of Fluttershy, who was looking down at her desk), expecting her to do something, to teach them something.

What was she _doing _here? She was a teenager, not a teacher! She wasn't given any notice, any time to come up with a subject! This was not…

Oh, _now_ she knew what they were up to. They were trying to discourage her, to get her to let down her guard. Go straight to the point, and leave the poor substitute stumped. She knew this one, it was a trick that she and her classmates had pulled enough times on an unsuspecting substitute teacher. It was easy enough, all you had to do was sit there and stare, make the newcomer sweat by sitting quietly in your desk, looking as innocent as possible. Questioning her, studying her…

_Judging_ her…

_No!_ No way! She was _not _about to let these little brats win! With a new resolution, she began looking around the classroom. It was just a half an hour; she could fudge it if she had to. All she needed was a subject, and she could get the kids talking with ease.

'_Okay… Wallpaper, green… "colors". No, they're not that young. Curtains, fabric, "sewing"? Arrgh, I don't know anything about sewing! Ceiling, border, ponies and horseshoes...'_

_"Horseshoes!"_

Piece of cake.

"Alright class, today we're going to learn about _cutie marks_!" she declared triumphantly, standing in front of the classroom with a hoof pointing out victoriously

Immediately, half of the class's hooves flew up. Blinking, she pointed to a cobalt filly in the front.

"You there, umm…"

"Drizzle, ma'am. We've already had a lesson about cutie marks."

Cheerilee deadpanned. "…right. Okay then, how about…" -she took a quick thinking pose- "How about the Everfree Forest?" (Fluttershy visibly cringed in the back.)

Nopony made a move to lower their arms.

She growled, eyes searching around the room. "How about the _seasons_?"

The hooves remained in place.

"…Astronomy."

"A-_what?_" one of the colts asked, the host of hooves coming down to rest. Cheerilee sighed, seemingly relieved. Walking over to the chalkboard, she wrote the word "Astronomy" in big, bold letters.

"Astronomy: The study of the different stars and planets in the sky." she recited. The children, seemingly satisfied with the subject, had all put their hooves down and were watching Cheerilee with intent.

"Okay… _so!_ Who can tell me something about stars?" she asked. A few hooves shot up, and she nodded toward one of them.

"Uhh, there's a lot of them?"

"Err… good. Very good. Alright, you there."

"They twinkle?"

"Yes… yes they do. Anyone else? Okay. Spice, was it?"

"Umm… they're up there. –she pointed- In the sky."

"…"

"Oh! Oh! I've got a good one!"

"Mmm, alright. Go ahead."

"You can only see them at night!"

A small facial tick made itself known in Cheerilee's disgruntled expression, a look that the beaming colt seemed to be unaware of.

"Okay, how about we pull out our textbooks, and see if we can find out anything else about stars."

Nopony moved. She smacked her face with a hoof.

"…you don't _have_ textbooks, do you?"

The class simultaneously shook their heads.

"…of course you don't." she murmured. Completely at a loss, she then noticed a stack of books underneath the teacher's desk. "Ahem, just one moment." Cheerilee ducked down underneath the desk, pulling the top book off of the stack, and skimmed through the contents.

'_Equestria At A Glance__… Canterlot, The Everfree Forest… huh, so they weren't kidding. Next book,__Pony Anatomy for Preschoolers__… Cutie Marks, Caring For Your Mane… ugh, next…"_

Silently simmering on the spot, she continued the hunt for a textbook, when her ears picked up someone whispering. "_She's not a very good teacher_."

"I heard tha-OW!" she cried, her head shooting up and hitting the bottom of the desk. The class went into a fit of giggles as Cheerilee gingerly rubbed the top of her head. Growling, she dived down again, determined to find the right textbook. Not ten seconds later she heard the whispers pick up again. _"Why do we have to learn about stars, anyway? Boooring."_

"Well then, what do _you_ suggest we learn today? If you have a better idea, then _please _let me know!" she half-yelled out to nopony in particular, one of the fillies in the back jerking forward in surprise. Receiving no answer, she turned back to the pile of hardbacks.

"Come on, come on. There's gotta be something in here…" she whispered to herself, desperately trying to drown out the gossip around her.

"_Geez Feathers, she reminds me of your mom."_

_"Did you see her hair? It's so messy! Does she even brush it?"_

_"She doesn't even have her cutie mark."_

"FINE! I give up! I don't care anymore!" the teenager roared, causing many a filly to jump in her seat. Angrily, she slammed both forehooves on the desk, leaning over and glaring at the children.

"Alright, you want something to do so badly? Write a page about something, I don't care what! Write about your mommy, write about how Salt Peter or Sunset Sprinkle keeps taking your lunch money every day before class! Write about how weird you think my hairdo is! I. Don't. CARE! Just have it ready by lunchtime! You've got thirty minutes!" she cried exasperatedly, marching over to the bookcase, picking out a novel from the top, and situating herself back behind the desk, burying her face into the pages.

Before the young colt in the front could raise his hoof once more, Cheerilee slowly glared at him from above the book.

"_And I __**don't **__want to hear __**any **__talking…__**period**__._" she seethed. The trembling pony quickly lowered his half-raised arm, and just as swiftly reached it into his bag, frantically fishing for a piece of paper as the rest of the class followed suit.

* * *

><p>Half an hour later, the dull, muffled tones of the school bell rang once again, ending the monotony of pencils scratching on paper. Cheerilee didn't bother to look up as the noiseless ponies made their way to the door, their voices rejoining the audible world as they themselves were swept into the crowd of children from every class, all running for the school entrance.<p>

As the last pony left, he/she turned the light switch off, causing the room to turn a dimly-lit blue, the only source of light being the residual rays of sunlight glowing through the windows in the back, the sun having moved to the other side of the building. Heaving a sigh of relief, the purple pony dropped the book on the desk, and stood up to stretch.

Her eyes caught hold of the room. Still as a canvas, save for sparse flecks of dust that were almost entirely invisible, had they not softly outlined the faint blue light through the window. She took in the room before her, lacking interest in the portraits of famous ponies on the back wall, or the bookshelves lining both sides of the room. Instead, her gaze swept over the empty desks. Quaint little works of wooden hoof-craft, when devoid of the standard rancorous occupants sitting behind them.

Save for a little yellow filly sitting mutely in the back, glowing in the light blue luminosity the windows gave.

"Fluttershy."

The young pony made no motion to acknowledge her name, her face hidden in a dark blue shadow. She stared at the young child, her heart slowly beginning to stitch up. Cautiously she walked along the side of the row, standing next to the desk.

"I'm sorry."

For a moment, she believed the unbidden words had come out of her own mouth. But the words were tender, sorrowful, shaded in a way that rippled against the streaks of angry red that lay across the resentful maroon in her heart. A deep, void color that wrapped around the room, dimming everything around… and inside of her.

"F-for what?" was all she could manage. Again, she was given no immediate answer. Looking down, she saw the pallid paper on her desk. Blank, save for the small wet tear stains adorning the page, a cruel message whose contents Cheerilee wished she could not read so easily.

"H-hey, don't worry about the assignment." she softly stated. "Technically you aren't even a part of the class…"

"But you are." The little filly choked. Cheerilee stood there numbly.

"You seemed so happy when I met you… and I don't… I don't know why. I heard the nurse talking about you, you're going to get in trouble with the mayor because of me. And now you have to stay here, and you're miserable because of me. Please, _please_ stop making yourself so unhappy for me!" she cried, painting the paper with further anguish.

_Pit… pit… pit…_

Cheerilee wasn't aware of what had happened, of how it had happened.

It didn't matter.

All she knew was that the young filly was sitting on the ground next to her, sobbing into her shoulder through her embrace as she began whispering into her ear.

"Fluttershy… you haven't done _anything _wrong. You're a good kid who's just had a lot of bad luck these past few days."

Fluttershy sobbed even harder into her shoulder. She continued, her voice gaining more conviction.

"Now don't you think for a moment that you've caused me any trouble at all. I was in the forest because I wanted to be there. I'm a substitute teacher because I _chose_ to be one. Maybe it's not the one thing I really wanted to do today, but some things are more important to me than hanging out with friends. And that's hanging out with ponies who need friends. I _want _to be here with you, just like I would want someone to be there for me…

…because that's what friends do, they help each other out when they need it." she half-wept. Fluttershy sniffed, and then went silent, the arms around Cheerilee's neck sliding down and off of her. Rubbing the tears away, the little filly looked up again.

Her cute, yellow face was beaming like the break of day.

The purple teenager wiped a few of her own tears away, chuckling. "You know… I've never had to experience anything like what you've gone through today. And I doubt that I would be able to take it half as well as you have. And… well, it might not sound like much coming from me, but I think that you're a pretty tough kid to still be standing up to everything… even if you're a little on the quiet side." she gently teased.

The little filly sniffed again. "Thank you, Miss Cheerilee."

"Oh no, you're not a part of this class, remember? You get to call me Cheerilee."

The two ponies giggled, looking at each other, until they both burst out in earnest laughter, Fluttershy leaning against Cheerilee as she let out all of the tension in her weary heart. For the first time… in a _long_ time, she felt completely at ease, laughing away the fear and regret that bound her heart with misery. Here with her friend, in this dark room that really didn't seem so dark anymore.

If anything, the world seemed brighter than ever.

A good minute passed, and the purple pony slowly stood up with a moan, looking at the clock hanging above the open door.

"Well I don't know about you, but a couple miles of freefall and a night in the Everfree Forest would make me awfully hungry. You haven't had anything to eat yet, have you?" she asked. On cue, a petite rumbling noise made its way from Fluttershy's stomach, her head leaning forward in embarrassment, though she still retained the joy in her smile.

Cheerilee giggled. "I thought so. Let's go and see if we can't find anything good to eat around here." she suggested, motioning for the door. Fluttershy nodded, and the smiling pair walked out of the gloomy classroom, side by side.


	3. Part 3

_Disclaimer_: I don't own My Little Pony: Friendship is Magic. That's why I write these stories. To fill the empty void in my heart.

"**Fluttershy's Poem"**

By: Aquarian Poet

**Part 3**

* * *

><p>Cheerful.<p>

Laughter filled the breezy air around Ponyville Elementary. A pony or two glanced across the property fence while about their daily routines, and over towards the fillies and colts frolicking about in the schoolyard. The young ponies ran about the grassy area, chasing each other down and giggling at one another's silly antics**. **Shooting down the slides and swinging up into the air, the children paid no attention to any of the onlookers.

Not even to the two ponies who sat underneath the shade of a nearby oak tree, the sunlight filtering in through the leaves and dancing across their laughing faces.

"Yeah, you wouldn't believe _half_ of the things Little Mac has done! One time we were out exploring Froggy Bottom Bog, when we came across this _giant _cliff! I'm not kidding, this thing was like, the size of Canterlot Tower! And the bottom was covered in all of these sharp rocks, you could barely even see the mud!"

Fluttershy stared ahead with wide eyes, her apple momentarily forgotten. "What happened?"

"I'll tell you what happened, Butterpop dared him to take a dive off of the cliff and into the bog!"

"What? He didn't…"

"He did."

_*Gasp!*_

"The crazy kid just looked back at us, gave one final 'Eeeeyup.', and dove straight down!"

The young teenager then noticed Fluttershy's face becoming pale. "Oh don't worry, he was fine in the end. Turns out that the swamp is filled with gas, and right before he hit the bottom, he landed on a giant gas bubble, and bounced right back up" –she gestured with a swinging hoof- "landing safely on the other side!" Cheerilee laughed. "Oh I wish I had a camera, Butterpop's face was priceless! She thought the poor kid had _died_, and that it was all her fault! She ripped him a new one for that little stunt."

Fluttershy gave an awkward smile. "My, he sounds like… fun."

"He's a ton of fun to have around, even thought he's really… quiet. I dunno." Cheerilee frowned. "He... took to his little sister leaving for Manehattan pretty hard. It's not something we like to bring up, and he's always trying to find ways to distract himself. If anything, it's usually _him_ that drags our little posse into half of the trouble we get into."

"I'm sorry to hear that…"

The teenager smiled. "Yeah, don't worry about him too much. Sure, he's a wild card, but he's a really good guy. One of the best friends a pony could ever have."

Fluttershy smiled back to her. "I'd like to meet your friends someday. They all sound _very_ nice."

"Heh. Crazy, you mean?"

"Umm… maybe a little."

The purple pony chuckled, looking to the side as leafy shadows danced across her face.

"Yeah, I'm from a crazy bunch alright." She looked down, her frazzled bangs obscuring her eyes. "I'm not what you'd consider teacher material, either."

"I think you make a wonderful teacher." Fluttershy insisted, sitting up straight.

"You're just saying that."

"Not at all. In fact, I think you're the best teacher I've ever had."

"You're kidding?" she shot the shy filly a skeptical look, slumping as she matched it with a glare (albeit cute) of her own. "You're not kidding. Well thanks kid, but I'm just not cut out for teaching. I don't have the patience."

"You were very patient with me this morning, when I was telling you about what happened to me last night." Fluttershy softly persisted. "You were very kind, and you listened to everything I had to say_._"

"But did you see the way those kids were… looking at me?" Cheerilee asked, her voice going quiet. "They were _laughing_ at me, expecting me to be some sort of… well, a _real_ teacher. But all I did was yell at them. I'm no good at teaching."

"Well, just keep trying then."

The teenager scoffed. "Hmph. Easy for you to say."

"It's not."

Cheerilee looked at the yellow filly, who was giving her a petrifying look.

"I live in Cloudsdale, a city full of pegasus ponies. Almost every building is separated from each other, sitting on a different cloud, and making it so you have to fly _everywhere_."

"I don't see how that-"

Fluttershy continued unabated. "My school sits on one giant cloud, so if one of us falls down, they won't fall down all the way, they will just land on the clouds. Well that's where I was when I fell all the way down."

Her voice became sharp.

"I'm one of the worst flyers in my class. In fact, I _am_ the worst. Sometimes I have to ask somepony to help me fly over to a building, like the library, or sometimes even to school. And sometimes… it's really embarrassing for me to ask. And some ponies _do _laugh at me." She said, her gaze sinking down to her plate on the blanket.

Before snapping back up, a fire glowing in her teal eyes.

"It's hard being a weak flyer in a city full of pegasus ponies, but I keep trying. And every day, I get just a little bit better."

Cheerilee sat silently, listening to the breeze, and to the words the young filly spoke next.

"If they won't listen to you, then maybe... maybe you should try listening to what _they_ have to say... like how you listened to me." she gently offered.

The teenager stared at the young filly, watching as she retreated back into her pink mane, blinking at the unexpected advice she had been given. A small smile started to grow across her face.

"You know what, Fluttershy? You can be pretty assertive when you want to be."

"Oh, I'm sorry."

Cheerilee laughed, wrapping a hoof around the little filly, and drawing her into a hug. "Don't be. That was exactly what I needed to hear. Alright, I'll give it another shot, just for you." she said, pulling back and moving the hair out and away from Fluttershy's modest gaze.

_***Ding Ding Ding Ding!***_

Cheerilee drew away from the filly, the two looking back to the schoolyard where the young colts and fillies were hastily filing back through the school entrance, laughing and yelling along the way. She stood up, and silently began collecting the various plates and leftovers into a basket aside the small blanket. Fluttershy took notice, and quickly assisted her.

Twenty seconds later, and the basket was in the young filly's mouth, who was looking back up to her mentor-for-a-day.

"Alright kiddo, let's give this another shot. You ready?" she asked, looking wearily from the school to the yellow pegasus. Fluttershy nodded back up to her, confidently glowing with pride. Cheerilee smiled.

"Then let's do this."

* * *

><p>"I can't believe he jumped the fence!"<p>

"Wanna come over after school, Daisy?"

"I'm still hungry…"

"Did you see how high-"

_*Creeeeeak*_

The chattering classroom full of children suddenly went silent, as everypony in the room turned towards the opening door. The young ponies held their breath as Cheerilee slowly walked into view, trotting up to the teacher's desk in front.

The substitute teacher glanced back, watching young Fluttershy take her place in the back of the room, her white-coated friend giving her a quiet greeting.

"Welcome back, class. I hope you all enjoyed your lunch break."

The young ponies kept silent. Cheerilee exhaled, and put on a gracious smile.

"Before we continue on with study hour, I wanted to say a few things." she said, trotting to the front of the desk, and looking the children in the eyes.

"First of all, I wanted to apologize… to _all _of you, for yelling at you this morning."

The class remained silent, watching the teacher with wide, tentative eyes.

"I feel awful for how I've treated you all. I've never taught a class before, and I let my nervousness get the better of me. But that was still no excuse for how I acted earlier today, and I'm very, very sorry." the teenager finished, looked down to the floor, and scuffing a hoof across the carpet.

…

"Aww, we forgive you, Ms. Cheerilee." a young filly piped up from the back.

"Yeah, you're not so bad."

"I guess your hair isn't _that_ weird."

Amid the quiet admissions and speaking, the pink-maned pony grinned at the class before her_,_ blushing lightly as the children murmured their agreements. After the classroom went quiet once more, Cheerilee spoke up in a more reassured tone of voice.

"Secondly… well, I'm new at being a teacher, as I'm sure you all can tell. I'm not very good at... teaching. But you all seem to know how things are run here pretty well (She looked back at Fluttershy, who was giving her a reassuring smile), so if you have any advice for me, I would be very grateful to hear it."

The class went silent for a moment longer, before hooves started rising into the air.

"Alright, go ahead Spice."

"Well, sometimes Mr. Peppertail lets us go home early when he wants to be nice."

The teenager brought a hoof up to her face as the class cheered aloud in agreement, jumping out of their chairs.

"Alright, don't push it." she growled.

"Sorry."

"Settle down, please." She gestured for the colts and fillies to sit back in their seats, waiting for them to quiet down.

"Now let's try this again. Umm… you there. What's your name?"

"Carrot Top, m'am."

"Well Carrot Top, did you have a suggestion?"

"Well, maybe you could… tell us about yourself?"

"Yeah, tell us about yourself!"

The purple teenager stared blankly ahead, as a memory resurfaced across the palette of children and desks before her.

"_Alright class, we're going to do a little activity to get to know each other better."Mr. Peppertail called out to the class…_

Her gaze journeyed towards the back of the classroom, to the furthermost desk occupied by an inattentive pony.

_A young, purple earth filly sat in the back, shyly toying with her pink mane amidst the shuffling of hooves and desks._

And then towards Fluttershy, who was listening to the white-coated pony talking excitedly.

"_Don't be shy Cheerilee, go ahead and join the others."_

She smiled, knowing exactlywhat she needed to do.

"I think I've got a better idea. Today is study day, right?" she asked, scanning the classroom and gathering the attention of the children. "How many of you have homework that you can work on until the end of class."

Two hooves went up.

"And how many of you would rather do something else?"

All of the hooves shot into the air. The purple-coated pony let out a barking laugh. "I guess I didn't really have to ask. Okay class, I have an idea for what we can do today! Go ahead and clear your desks, put your papers and books away."

A minute of noisy shuffling later, and Cheerilee spoke up again.

"Once you have everything put away, go ahead and move your desk to the wall, to whichever one is closest. Let's make a large space in the middle of the classroom.

The children all abandoned their desks in a flurry of activity, and began moving them across the brown-thatched carpet. Fluttershy let out a small squeak in the back when she felt her desk moving on its own accord, quickly noticing the purple-maned filly pushing the desk, and her along with it.

"Well you were taking so _long_, darling."

Seconds later, and the young ponies were all sitting in or besides their desks, lined up against the bookshelves and windows lining the room, all looking to their smiling teacher.

"Alright class, everybody come sit down in the center of the room, and form a large circle."

With minimal whispering, the class complied. Cheerilee sat down in the circle besides two of the children, taking a deep breath and preparing to continue with her plan, when she noticed something. Looking back to the far corner of the room, she saw the young pegasus pony reaching up into a shelf for a piece of paper. Cheerilee frowned.

"Fluttershy, are you going to join us?" she called to the filly, who jumped and let out a small squeak, staring wide-eyed at the teenager, and to the circle of children who stared back at her.

"Oh. Um... yes, I-I'll just be a moment." she replied, giving her a pleading look. The older pony nodded, winking.

"Take your time." She then turned to the class, all of which were staring back at the filly. She cleared her throat.

"Okay then, eyes on me please. Let's get started, shall we?"

The class turned to face her. Taking a deep breath, she continued.

"Alright, since I'm sure _none_ of you want to spend the rest of the day sitting in silence, we're going to take the time to get to know each other better. Some of you wanted to get to know me better, but I think it would also be helpful to me if I got to know each one of you as well." she spoke, some of the children shuffling quietly on the spot.

"So, here is what we are going to do. I'm going to pick a pony at random, and whoever I choose gets to stand up and speak. You can tell us your name, your favorite hobby, and if you have your cutie mark, you can tell us about how you got it. Tell us as much as you want to about yourself."

Many of the children began sporting smiles, whispering excitedly to each other.

And one last thing,I'll be watching for whoever sits still and behaves the best while their classmate is speaking. Whoever behaves the best will get to go next after they have finished. Sound like fun?"

The class cheered, raising their hooves and stomping the ground in anticipation of the new game.

"Then let's get started! Hmm… alright, you there." She pointed to the young cobalt filly sitting quietly across the circle, nodding as the young pony stood up with a victorious smile.

"My name is Drizzle, and my favorite… what was that word again?"

"Hobby."

"What's that?"

"A hobby is an activity that you enjoy. What is your favorite thing to do?"

"Oh! I like playing in the rain with my friends! And… oh yeah! I got my cutie mark last week during the pegasus pony's rain storm!" she exclaimed, turning to the side, and proudly displaying her cutie mark: a gray storm cloud with a number of raindrops.

"Really? What happened?

"Well, um, I was at Dewdrop's house, and we were playing in the puddles outside. And then, well, we both heard somepony crying. We found a little kid hiding under a tree, and he looked really scared. We asked him what was wrong, and he said he didn't like the rain, or the lightning. He said that it was scary. He told us where he lived, and Dewdrop went to go get his mommy."

The little filly beamed. "I told him that there wasn't anything to be afraid of, that it was fun to play out in the rain. And, well, after a little while, he wasn't so scared anymore. We both got to play around in the puddles, and it was a lot of fun! And then Dewdrop came back with his mommy, and he had to leave. But he wasn't so sad anymore, he was really happy, and… that made _me _really happy. And then I got my cutie mark!" she exclaimed.

…

"Aww, that's so sweet!"

"Awesome!"

"That was a nice story."

Cheerilee grinned at the young pony, who was blushing under the weight of the unexpected praise from her fellow classmates. "How special! Only... it sounds to me like your cutie mark means more than just playing out in the rain, don't you think?"

The filly blinked. "W-whaddya mean?"

"Well, look closely at your cutie mark. What do you see?"

The pony looked back. "Umm… a cloud? And rain?"

"Yes, but look closely at the cloud."

The circle of children leaned in closer to get a better look as the young filly squinted down towards her flank. "I-It's got… two colors?"

"Very good! Now tell me, have you ever heard the phrase 'Every cloud has a silver lining?'"

One of the children beside her suddenly raised his hoof. "Ooh! Ooh! I have! It means that even though something looks bad, there's always something good that can come out of it!"

Cheerilee nodded. "That's right! And it_ sounds to me_ like you taught that very same lesson to that young pony, doesn't it Drizzle?"

The young pony looked down in embarrassment, shying back to her haunches while trying to conceal a wide, blush-adorned grin. "I-I g-guess so. I'm not sure."

"Well I think you did. Being able to find the positive things in life is a _very_ special talent. I don't know very many ponies who can see the bright side of a dreary situation, let alone help _another _pony see the good things." she smirked.

"The few that I _do_ know who can, I try and keep very close to me, because those kinds of ponies make the best friends."

The young filly sat back down, ducking her head down and timidly trying to conceal the delight that threatened to split the smile she could not help wearing, as the children continued chatting silently to themselves, staring at their suddenly-shy classmate.

"Quiet down, everypony. Alright then, thank you Drizzle. That was a lovely story. Now, who should I pick next?

"Oh! Me next! Me next!"

"No, pick me!"

"What? I'm quieter than you are!"

"Are not!"

"Are too!"

"ARE NOT!"

"ARE TOO!"

"_AHEM!"_

The two kids ceased their yelling, looking at the frowning substitute.

"If you can't keep quiet, then you'll just have to wait until the very end."

The colt and filly turned away from each other with a pout.

"Alright…" she pointed to a cherry-coated filly with a pepper-shaker cutie mark. "You've been very quiet this whole time. Go ahead and introduce yourself."

"Oh, okay! Uhh… my name is Spice!"

"Alright Spice, what is your favorite hobby?"

"I like to cook!"

"Oh, is that so?"

"Yep! My grandpa's a famous cook, and every time we go over to his house, he makes us something really, _really_ yummy, so I wanted to be just like him, and make really yummy food for _my _family too!"

Cheerilee smiled to herself. She knew where this was going.

"Aww, that's nice. So how did you get your cutie mark, then?"

"I-I got it after our family reunion, when my Grandpa was talking to me about… about not giving up."

She blinked. Maybe not. "What happened?"

"Uhh… well, Grandpa gave me a recipe for… curry, and he told me to make it for the reunion."

"Sounds delicious."

"Well… i-it wasn't that great. I mean, I used _too_ much spice, and…"

"And?"

"…everyone started choking when they ate it. We had to move the reunion to the hospital."

Cheerilee snickered into a hoof, holding in her amusement better than the majority of the circle, until a pair of fillies burst out into a fit of giggles, prompting the entire classroom to erupt in mirth.

And through the riotous laughter, she failed to notice the young, yellow pegasus still sitting in her desk in the back, silently writing on a piece of paper.

* * *

><p>"…but doesn't it hurt?"<p>

"Sometimes. But you usually can't feel anything, you get used to them really fast. Sometimes I even forget that I _have_ braces!"

"Whoa, that's crazy."

"That'd be really scary to have those in your _mouth_!"

"Well, I'm sure that some of you might have to get braces when you get older." Cheerilee commented, many of the children cringing. "Oh but don't worry, it only hurts for about a week, and only a little bit after. But trust me, it will definitely be worth it. Just wait a year or two, and you'll have a beautiful smile!" she smirked. "Perfect for getting yourself a date with a cute pony, which I'm sure will be something you'll _all_ be interested in by that time."

"Eww! Boys are gross!"

"Eww! Girls are gross!"

The two ponies looked at each other.

"Take that back!"

"Take that back!"

"No _you _take that back!"

"No _you_ take that back!"

"Alright you two, that's enough." she chided. The two children stopped their argument, looking away from each other with a huff.

"Hmm… what else? Well, I enjoy hanging out with my friends, and visiting the library every now and then. And…" she trailed off, scanning the entirety of the class.

"And what?" a cream-colored filly asked.

"I… I think… I think I enjoy being a teacher." She stated. The circle of children watched her intently, going silent as Cheerilee retreated into her frizzy mane, unconsciously fondling one of her hairclips.

"I-It's been a really weird day for me. Like I said before, I've never been a teacher. I-I've never even _babysat_ for anypony before, so I had no idea what it would be like to take care of a whole classroom of kids."

She continued, her voice gaining conviction.

"But you know what... it's really not that bad. I've… I've actually had a lot of fun today, getting to know you all and helping you realize a little more about yourselves. And I've come to realize something about you kids."

She sniffed. "You're all... _all _so very, very wonderful."

The children looked at the teacher-for-a-day with big eyes, as she turned to look at the filly straight across from her.

"Drizzle… just like the little filly from your cutie mark story, I wasn't so sure about something I'd never tried before. Sometimes it can be very hard to see the brighter side of things." She looked down. "When Peppertail asked me to teach the class, I… well, I didn't know what to expect. I wasn't so sure that it would be a good idea."

She met the eyes of every one of her students, her voice cracking.

"But you all showed me just how much fun it could be working as a teacher. And in the short while that we've spent learning about each other, I've learned a lotabout _myself_. I've learned that I really, _really _enjoy spending time with you all. I think… I think I'd like to be a teacher someday."

...

"And here I thought you'd never grow up."

The teenager let out a shout, nearly jumping out of her leg warmers at the unexpected remark, quiet and deep from the open doorway. She watched as an aged-looking pegasus pony walked inside the room.

"M-Mr. Peppertail, you're back!" Cheerilee exclaimed, catching her breath. The circle of fillies and colts remained silent as the elderly pegasus addressed the class.

"Yes I am. Hello class, it is very good to see you all again. I'm sorry to have left you all on such short notice, but I had an important… _errand_ to run." he stressed lightly, wearily looking back to the doorway with a frown.

Two more pegasus ponies walked into the classroom, causing the yellow filly sitting in the corner of the classroom to gasp.

"Ms. Squall! Coach Cumulus!"

The former turned to address the young filly. "Why hello there, Fluttershy. We've all been wondering where you'd flown off to. Well, dropped to, in your case." she nickered lightly.

"Hmph." her companion grunted.

The old pegasus glanced sideways at the ponies, but said nothing. He then turned back to the recovering teenager.

"Well Cheerilee, thank you for watching my class for me. They weren't too much trouble now, were they?"

The purple pony perked up as she was addressed. "Oh, not at all. They were all very well-behaved. No trouble at all!" she exclaimed.

The elderly pegasus smiled, and then faced the circle of children, who were watching him fixedly_._ "And how did you all fare with Cheerilee as your substitute today? Did _she _behave well, too?" he asked, eyes twinkling.

Cheerilee looked at the old pony with wide eyes, slowly leveling them to the young fillies and colts, wilting on the spot as she recalled her episode during the morning hour. She sat silently underneath Peppertail's quiet stare, steadying herself for the inevitable criticism.

…

"She was the best teacher _EVER_!"

The class roared in agreement, prompting the slouching pony to shoot her head up in shock and disbelief.

"She was so cool!"

"Yeah, Ms. Cheerilee _totally_ listened to us!"

"She's really nice, too!"

"I love her hair!"

"Can she come back tomorrow? Please?"

The roomful of young ponies all cheered in tandem once more, pleading and jumping up and down in anticipation_._

Peppertail looked back to the purple pony in the back. "Well, _Ms_. Cheerilee?" he asked impassively, the corners of his mouth turning upward.

With tears in her eyes, the thunderstruck teenager beheld the class of children, all looking at her with big, wide eyes full of eagerness and anticipation. She slowly swept her misty gaze over each and every one of those fillies and colts, children that she had come to know so well in such little time.

And back to Fluttershy, sitting alongside her peers in the circle, who looked at her with earnest hope.

"I'd love to." she choked.

The children cheered aloud, many jumping to their feet and rushing over to the weeping pony, enveloping her in a teetering group hug. Soon the rest of them followed, moving in to hug the baffled teacher, and eventually burying her under the mass of joyful ponies.

"How touching." Ms. Squall remarked, idly examining a hoof.

"Hmph."

The children finally drew away from the purple pony, still tearful from her unofficial initiation, when Fluttershy walked up to her friend. The two looked at each other, and threw themselves in a tight embrace.

"I'm so happy for you, Cheerilee."

"Thank you, Fluttershy. For helping me with… with everything."

_"Ahem!"_

The classroom's occupants all turned to the source of the noise; the pegasus mare who beheld the scene with ill-concealed apathy.

"How sweet. I hate to break up such a _tender_ moment, but I would like to get back to Cloudsdale sometime soon, as I'm sure Fluttershy would as well." Ms. Squall commended offhandedly. "Now, come along Fluttershy. _I'd_ like to get back before the banquet ends."

Her companion merely grunted in agreement.

Fluttershy nodded with a frown, standing up and trotting towards the doorway. She looked back.

"I'll... I'll work every day to become a better flyer, so I can come back to Ponyville and visit you, Cheerilee." she stated boldly. Cheerilee sniffed, wiping a hoof across her muzzle and smiling.

"I'll see you in no time, then. Goodbye Fluttershy."

"Goodbye... Cheeri-"

** *_WHAM!*_**

The young pegasus squeaked as she was barreled over by a flash of white and purple.

"WHAT?" Rarity cried aloud. "You're not staying? But… wait! No! You _can't_ leave me here! You can't leave meeeeee-hee-hee-hee-heeee!" she wailed, clinging to the filly's legs. Fluttershy smiled nervously.

"I-I'll visit you too, Rarity."

The female pegasus snorted, walking out of the classroom behind her fellow winged partner. Peppertail's eyes narrowed, watching them trot through the doorway, his ears flat back against his head_._ A gentle tapping brought him out of his glowering_, _looking down towards the yellow filly. She motioned for him to lean towards her, and whispered something into his ear.

The aged pegasus' eyes wandered over to the desk at the far corner of the room, where a solitary piece of paper lay face-down. He smiled.

"Of course."

The yellow filly beamed, and slowly walked to the doorway, glancing back.

"Oh, um... thank you for h-having me as a part of the class. I-It was very nice. Um… I-I have to go now. Bye... everyone." Fluttershy softly called out, breaking into a run after the two pegasus ponies before any tears could leave her eyes, the voices of the classroom calling back to her.

* * *

><p>The two teachers grinned at each other as the school bell rang one final time, the young fillies and colts gathering up their affects and hustling out the doorway, many of which had chosen to say and wave their goodbyes to their substitute for the day.<p>

"Bye Ms. Cheerilee!"

"Yeah, see you tomorrow!"

"See ya!"

The smiling teenager waved back at them. "Bye kids, see you all tomorrow!" she called out, as the last one made her way out of the room. The elderly pegasus pony trotted to the far end of the empty room, looking fondly towards the doorway.

"I'd say I was impressed with your accomplishments today… but I'd be lying."

Cheerilee stood frozen behind the teacher's desk. The old pony turned towards her, a wide smile across his aging face.

"That would imply that I had low expectations for you to begin with."

The teenage filly felt her legs give out from under her, and she half-collapsed across the teacher's desk, sending books and papers shooting forward onto the floor.

"You can't do that to me, old-timer. I'm too young to have a stroke."

Letting out a throaty chuckle, Peppertail waited until Cheerilee regained her composure. As she bent down to gather up the mess, he casually swept a hoof across a nearby desk, causing a single piece of paper to twirl forward, and join the throng of scattered documents.

"You know, you _could_ have at least warned me that you were planning on starting a new subject today, or told me what it was. Heck, the kids didn't even know what they were supposed to learn next." Cheerilee grumbled from underneath the table.

"Well, if you had waited a few seconds longer before coming in this morning, they would have."

"_WHAT?_"

*_**Thud**__*_

"Ow!"

Peppertail chuckled as a disgruntled Cheerilee re-emerged from the desk, rubbing her head. "Well, we were supposed to review classroom safety procedures, but perhaps you should review the lesson first."

"Oh aren't you _so_ clever." she grumbled, picking up the last piece of paper, and putting it atop the stack, when she saw one more being slipped underneath the pile.

"You forgot one." Peppertail remarked, walking up next to her, a gleam in his eye. Cheerilee watched him warily.

"I know that look, old-timer. What are you thinking?" she asked. The pegasus smirked.

"Well, now that you mention it… I'm somewhat exhausted from my little trip to Cloudsdale. I was not kidding when I said we were reviewing safety procedures today, and I was _not _expecting to spend the night grading papers." the pegasus said with a pout, looking up to the ceiling. "Why, I had even scheduled an evening at the _spa_, and I-"

"Alright, alright. I get it" Cheerilee interrupted, bringing a hoof up to her eyes. "_I'll_ grade the papers tonight. And don't worry, I told them to write about anything they wanted, so I'll go easy on them."

Peppertail smiled, reaching his hoof out to tousle Cheerilee's frazzled mane, the teenager crying out at the sudden gesture and backing away.

"Ahh! Okay, if you do that even _once_ in front of the kids, I'll kick you out of your own class!"

The pegasus pony snorted, cracking a wry grin. "Oh don't worry. There are _plenty_ of other ways to get back at my number-one troublemaker. I still haven't forgotten your little... graduation prank."

Cheerilee stifled a chuckle, her hair tossing about. "I still can't believe you thought that was Vinyl Scratch. Like she'd ever play a prank on you, let alone..."

She trailed off, fighting the inevitable onslaught of laughter with much less success as the aging pony's ears flattened behind his head.

"Don't you have somewhere else to be right now? I'm sure your friends have all been wondering where you've… been all day." he growled, as Cheerilee burst out into laughter.

"Hahaha! Fine, fine, I'll get outta your mane." she giggled, throwing the stack of papers into her saddlebags. "I'll see you around." she called behind her as she trotted out of the classroom.

"Oh, Cheerilee."

She stopped, sparing a glance to the elderly pony, who gave her a gentle smile and a nod.

"Thank you."

Cheerilee smiled back, her demeanor softening. "No, thank you." she half-whispered, walking out the door.

* * *

><p>The small town of Ponyville lay under a blanket of tranquility and darkness. The stars, having finally made their grand appearance once more, spread their soothing glow across the dim setting, caressing the rooftops and doting on many of the sleeping residents through uncurtained windows...<p>

And shining through an open doorway, through which a weary pony trotted through, just as quickly disappearing as the pony shut the door behind her with a muffled _*click*_.

The heavy-lidded teenager trotted through the modest living room, and up a winding flight of stairs, arriving at the first door in the hallway. Pushing it open, she walked inside the candlelit bedroom, kicking the door closed with a back leg and dropping her bags.

"I'm too young for this."

Cheerilee moved over to the dresser, and began unfastening the various facets of her attire. Placing her hair clips in a small bowl and her leg warmers atop of the dresser, she turned her attention to the saddlebags. Picking them up, she carelessly threw them on top of her desk, the resulting _***thud***_ not affecting her in the slightest.

Blowing a few stray strands of hair from out of her face, she sat down and opened the satchel. Reaching down and pulling out the stack of papers, she set them down and took the top most paper to read aloud.

"Carrot Top: The New Teacher's Hair."

"I think that the teacher's hair is weird. It is really fuzzy, and it reminds me of my mom's favorite scarf, or my friend's cat, or Rarity's mom's cat, or pink bacon, or..."

The teenager trailed off, silently simpered at the long, half-page list for a moment, before breaking into a thoughtful grin.

_"I love her hair!"_

"Well... ten points for honesty. After all, it's what helped to get _her_ cutie mark." she sighed, picking up a quill and marking the number on top of the paper, reaching for the next...

Three hours later, and she was almost finished with the pile. Drearily she reached for one of the remaining pages.

"I swear, if I read _one_ more paragraph about my hair, I'm gonna lose it."

Inhaling deeply, she took a look at the paper before her. She noticed a block of (very) small writing going down to the bottom of the page. She flipped it over, and found the same diminutive text reaching towards the edge of the paper. Blinking, she took the next one off of the pile, giving both sides a once over. Sure enough, they were written by the very same filly.

The third paper, thankfully, only spanned one and a half pages.

"What kid could _possibly_ have written so much about... oh, of course." she ended, bringing a hoof up to her face. She took the first paper, and resigned to read it aloud.

"Rarity: The... Development of the Fundamentals of... _Marisian Hourte Couture_?_" _she read in tired disbelief.

"The social and economical strain in the Rein-aissance Era caused even the most basic of a seamstress' materials to become incredibly scarce, instigating a new appeal for functional… yeah, that's great. Ten for… something." she groaned, marking the paper and tossing the pages on top of the pile.

Glancing at the clock on the wall, Cheerilee smacked her head down on the desk in frustration, and exhaustion. Maybe the old pony wouldn't mind if she missed the first hour. Or the second.

Were substitutes were allowed to hire sub-substitutes?

Exhaling, she shook herself awake and took the final page, sliding it in front of her... blinking as the unexpected name abruptly sent sparks through her weary mind.

"Fluttershy."

There was no title. Quickly scanning over the paper, she noticed a pattern of broken lines and rhyming endings.

It was a poem.

Holding her breath, she read the words on the paper before her:

* * *

><p><em>I fell to a world where flowers were blooming<em>

_ With birds flying high and animals grooming_

_ We all became such very good friends_

_I felt so happy, I thought it would never end_

_ But when they left, I was all alone_

_ I couldn't fly myself back home_

_ I walked through a creepy forest at night_

_Full of scary creatures that wanted to fight_

_ But some ponies found me, and made sure I was safe_

_ And though I was grateful, I didn't have faith_

_That any of the pegasus ponies would find_

_ A filly in a town of ponies of all kind_

_But then I made a new friend, I heard her say_

_That everything was going to be okay_

_She told me that she knew of a way_

_To get me back home by the end of the day_

_So I followed her to school with a smile on my face_

_And I found a magical, wonderful place_

_A classroom of ponies of every kind_

_ Not one of them had been left behind_

_ Two pegasus ponies, wings at their sides_

_ Were not expected to soar through the skies_

_ Some of the ponies had horns on their heads_

_ But weren't asked to magic the pages they read_

_ Here on the ground, where ponies don't soar_

_Where being yourself means something more_

_I learned about the magic that kindness can bring_

_And how it changes everything_

_ And even though I'm leaving, I will_

_Always remember what I learned in Ponyville_

_But most of all what my friend taught me today…_

* * *

><p>"…that a little bit of kindness goes a long way."<p>

The flow of words ceased their escape from the stricken pony's mouth, the silence of the room broken only by the sound of a hoof sliding the paper away from her, so that the trickle of falling tears would not stain the precious parchment.

Cheerilee looked out of her window from across the room, where the light of the moon mingled on the floor with the candlelight's warmth, blurry to her vision. The dim outline of Cloudsdale hung in the moonlit sky far above the quiet town.

Unbelievable, how one little filly could have changed her entire viewpoint on life, in a single day.

Smiling through her tears, she took the quill in her mouth once again, and wrote a shaky "10" on top of the paper.

*_Sniff_* "I hope Peppertail won't mind making a delivery for me tomorrow." she whispered quietly.

The teenager set the page on top of the rest of the papers after gently setting her quill down. With another small sniffle, she blew out the candle on top of her desk, the room filling with a muted moonlit glow that skirted along her hooves as she walked over to her bed, silently sliding underneath the covers, heavy-lidded and content. Sleep was coming for her now, and it would come easy, because she knew exactly who she wanted to be.

She was going to be a teacher, with or without her cutie mark.

And as that final thought drifted through the fog overcoming her mind, she finally succumbed to a blissful sleep, paying no attention to the tingling sensation on her flank.

* * *

><p>"Horseapples, I'm <em>late<em>!"

Cheerilee bolted down the streets of Ponyville, barreling past bystanders and other bewildered ponies in her mad haste to reach her destination, sparing no time for apologies. Up ahead, she could hear the school bell tolling, signaling the start of the first hour.

"I can't believe this! I'm already graduated, I thought I was done worrying about being late for school!" she cried in disbelief.

Flinging the school doors open, she raced to the doorway and ran inside, coming to an abrupt halt. Fourteen sets of eyes stared back at the heavily-panting pony, eyeing hercautiously_._

"Uhh... good morning, class?"

"_Good morning Ms. Cheerilee!"_

The teenager exhaled. "Right, thank you. Alright then, how about we... say, where's Mr. Peppertail?" she asked, looking around the room.

"Dunno."

"We haven't seen him."

She looked towards the teacher's desk. "Guess I'm not the only one who's late today." she sighed. Walking towards the wooden support, the young teacher unfastened her saddlebags and dropped them unceremoniously on the floor, sparing a glance to the clipboard on the desk.

"Well, I guess it's up to me to take roll, then. Hmm... Apple Fritter?"

"Here."

"Bon-Bon?"

"Here."

"Carrot Top?"

"Here."

"Daisy?"

"Here."

"Drizzle?"

"Here."

"Flutter... shy?"

...

"Here."

The purple pony snapped her head up at the quiet voice, her vision flying towards the back of the room, where a small, yellow pegasus filly sat in her desk with a timid smile.

Abandoning the clipboard, and the rest of the classroom forgotten, she raced towards the desk, papers flying in her wake as she enveloped the small pegasus pony in a crushing hug.

"Fluttershy! I... _what are you doing here_? I thought you were going back to Cloudsdale?"

"I did, but... well, Mr. Peppertail told me to tell you to look on the desk last night." she said, blushing.

Cheerilee blinked. "Last... night?"

She hastily turned around and galloped back to the desk, scanning over the various papers and books until she found a sizable note sitting atop a pile of papers, slowly reading the contents aloud.

"_Dearest Cheerilee,_

_By now you are probably wondering where I am. To make a long story short, I took the liberty of making another trip up to Cloudsdale to have a word with Fluttershy's school counselor about… a number of things. We've made some special arrangements for your new… student."_ she read, hesitantly. She looked up to the yellow filly, who was beaming up at her from the back of the room.

Cheerilee continued on with a shaky voice.

"_The counselors and her parents have seen fit to allow her to attend Ponyville Elementary for the time being, and have arranged for a daily escort to assist her in getting to and from the school grounds, until she is able to make the trip by herself. I'm fairly certain you won't mind having an extra student for the time being._

_On another note, I think I sprained something during my second trip, so I'll be taking a few days off to... recuperate, up here in Cloudsdale. I can imagine that you would be worried for my well-being, but rest assured, I'll manage."_

Cheerilee snorted.

"_I had Fluttershy's escort deliver the note for me, and add her name to the morning roster for you. I'm sure you won't mind_ _taking control of the class for a few more days. I've also left a list of subjects that you can choose from to fill the allotted time. _

_Take good care of my class, and let them know that I miss them. _

_~Peppertail"_

She read the final line to herself.

_P.S. I wasn't kidding about the spa trip yesterday. You owe me the refund._

The teenager chuckled, setting the note aside and turning back to the clipboard, calling out the remainder of the names on the roster. After she was finished, she looked back up to the multitude of confused colts and fillies.

"Alright class, before we get started with the day, I'd like to introduce you all to our new student. I'm sure most of you remember having a new classmate with us yesterday, correct? Well, this here is Fluttershy, and she will be joining us for the remainder of the school year."

The class burst out into greetings and gossip (A white-coated filly in the back let out a squeal) as the shy filly retreated into her mane, albeit with a grateful smile.

"Alright children, that's enough. Give her some space." She called out cheerfully to the excitable group.

"Now I'd like you all to take the time sometime today to introduce yourself to our new student, we want her to feel welcome here. She is a very dear friend of mine, and I'm sure you all would be able to learn something from her." she stated.

"Really?"

"Oh yes. She is a very bright pony for her age." she responded, smirking as the young filly retreated further into her mane with a blush.

"You know, it was young Fluttershy here that helped _me _to realize something very important just recently. Something that has changed my life… completely. "

Cheerilee then walked out from behind the desk and turned to the side, displaying her newly-adorned flank to the classroom of gasping children. Three flowers with smiling, yellow faces had appeared, adorned with pink petals.

The _very same colors_ as the young pegasus filly beaming brightly at the sight.

"A little bit of kindness goes a long way…"

* * *

><p>The clouds of dust had finally settled around the peaceful setting. The sunlight was shining farther into the room, lightly dusting the dresser in front of the reminiscing mare, and bathing the room in a warm, welcoming glow.<p>

Fluttershy finally drew her gaze away from the picture frame, wiping away the tears that had made themselves known during her moment of remembrance, looking back to the aging parchment in her hooves.

So much had happened since that momentous day in her life. The yellow mare smiled through the trails of tears that continued to flow down her cheeks as she was flooded with the memories of those days in earth pony school.

She and Rarity were to become devoted friends within days of their first meeting, Rarity being the one pony who truly respected her quiet disposition enough to accept her as her _best _friend. And Cheerilee would never let her forget just how much she had changed her life, much to her grateful embarrassment.

But she would never let _herself_ forget just how much her experience in Ponyville changed her, and the kindness that she had experienced from the friends she made that day.

The young manticore in the forest, who repaid her trust in full during her friend's fateful quest for the Elements of Harmony.

Rarity, who had designed (and eventually crafted) a beautiful dress for her on the spot, soon to become her best friend for life.

And Cheerilee, who showed her that a truly kind pony will go out of their way for a friend, and do whatever it takes to help them find their way home.

The tenderhearted pegasus wiped away the final wave of tears, letting out a light, breathy laugh as she recalled the events that eventually led to her decision to move into the pleasant town of Ponyville. Her one, _true _home, where she would be forever surrounded by the ponies that loved and respected her for who she was.

Where she would _never _forget.

A gentle tapping on her leg brought her back to the present. She glanced down to see Angel looking up at her from underneath a miniature chef's hat, gesturing towards the stairs.

"Thank you Angel, I'll... be down in a moment."

She sighed fondly as the small rabbit hopped down the stairs, setting the poem down on top of the desk aside the growing piles of papers and books. Trotting towards the staircase, she took one final glance at the picture frame resting atop of her butterfly bedspread, where two happy fillies stared up to the ceiling.

A quick breakfast, and she would finish tidying up here, so she could go out into that wonderful world with a smile.

To live her gentle credo.

* * *

><p><strong>Next on "<em><span>The Pony Poetry Series<span>_:"**

"_**Pinkie Pie's Lullaby"**_


	4. UPDATE: March 31st!

…I know, I picked the absolute WORST time to post an Author's Note. You were probably expecting an update, or possibly even a new story.

Just one more week.

I had originally planned to release a new story today, a short Twilight/Pinkie Pie oneshot titled "Genuine", but I'm struggling with finishing it up just a bit. It will be released next Saturday, so keep your eyes peeled!

After this story, I'm getting the third chapter of "The Twilight Effect" out (not projecting due dates this time, I think I've learned my lesson), and after which I will be reviving "The Pony Poetry Series" with the next story!

Here's a hint: It's NOT "Rainbow Dash's Anthem". ^_^

On another note… I'm FINALLY getting Internet access at my apartment, so I'll be able to talk and answer you all MUCH more consistently! I apologize to those who have had to wait… what, 4-5 days for me to get back to them?

That's just ridiculous.

At any rate, hopefully I'll see you all next week! Thanks again to everyone who has left a review on "The Twilight Effect" as of recent! You guys seriously keep me going!

Until next time,

~A.P.


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